EXHIBIT 10.4



                          CUSTODIAN SERVICES AGREEMENT
                          ----------------------------


     THIS AGREEMENT is made as of July 18, 2005 by and between PFPC TRUST
COMPANY, a limited purpose trust company incorporated under the laws of
Delaware ("PFPC Trust"), and BLACKROCK KELSO CAPITAL CORPORATION, a Delaware
corporation (the "Fund").

                              W I T N E S S E T H:

     WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services provided for herein, and PFPC Trust wishes to furnish such services.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:


1.    Definitions.  As used in this Agreement:
      ----------------------------------------

      (a)      "Authorized Person" means any officer of the Fund and any other
               person authorized by the Fund to give Oral Instructions or
               Written Instructions on behalf of the Fund. An Authorized
               Person's scope of authority may be limited by setting forth
               such limitation in a written document signed by both parties
               hereto.

      (b)      "Book-Entry System" means the Federal Reserve Treasury
               book-entry system for United States and federal agency
               securities, its successor or successors, and its nominee or
               nominees and any book-entry system registered with the
               Securities and Exchange Commission under the Securities
               Exchange Act of 1934.

      (c)      "Oral Instructions" mean oral instructions received by PFPC
               Trust from an Authorized Person or from a person reasonably
               believed by PFPC Trust to be an Authorized Person. PFPC Trust
               may, in its sole discretion in each separate instance, consider
               and rely upon instructions it receives from an Authorized
               Person via electronic mail as Oral Instructions.

      (d)      "Shares" mean the shares of beneficial interest of any series
               or class of the Fund.

      (e)      "Property" means:

               (i)      any and all securities and other investment items
                        which the Fund may from time to time deposit, or
                        cause to be deposited, with PFPC Trust or which PFPC
                        Trust may from time to time hold for the Fund;

               (ii)     all income in respect of any of such securities or
                        other investment items;

               (iii)    all proceeds of the sale of any of such securities or
                        investment items; and

               (iv)     all proceeds of the sale of Shares issued by the
                        Fund, which are received by PFPC Trust from time to
                        time, from or on behalf of the Fund.

      (f)      "Written Instructions" means (i) written instructions signed by
               an Authorized Person (or a person reasonably believed by PFPC
               Trust to be an Authorized Person) and received by PFPC Trust or
               (ii) trade instructions transmitted (and received by PFPC
               Trust) by means of an electronic transaction reporting system
               access to which requires use of a password or other authorized
               identifier

      (g)      "1940 Act" means the Investment Company Act of 1940, as
               amended.

2.    Appointment. The Fund hereby appoints PFPC Trust to provide custodian
      services in accordance with the terms set forth in this Agreement. PFPC
      Trust accepts such appointment and agrees to furnish such services.

3.    Compliance with Rules and Regulations.

      PFPC Trust will comply with the requirements of any laws, rules and
      regulations of governmental authorities that are applicable to the
      duties to be performed by PFPC Trust under this Agreement. Except as
      specifically set forth in this Agreement, PFPC Trust assumes no
      responsibility for compliance by the Fund with any laws, rules and
      regulations.

4.    Instructions.

      (a)      Unless otherwise provided in this Agreement, PFPC Trust shall
               act only upon Oral Instructions or Written Instructions.

      (b)      PFPC Trust shall be entitled to rely upon any Oral Instruction
               or Written Instruction it receives from an Authorized Person
               (or from a person reasonably believed by PFPC Trust to be an
               Authorized Person) pursuant to this Agreement. PFPC Trust may
               assume that any Oral Instructions or Written Instructions
               received hereunder are not in any way inconsistent with the
               provisions of organizational documents of the Fund or of any
               vote, resolution or proceeding of the Fund's board of directors
               or shareholders, unless and until PFPC Trust receives Written
               Instructions to the contrary.

      (c)      The Fund agrees to forward to PFPC Trust Written Instructions
               confirming Oral Instructions so that PFPC Trust receives the
               Written Instructions by the close of business on the same day
               that such Oral Instructions are received. The fact that such
               confirming Written Instructions are not received by PFPC Trust
               or differ from the Oral Instructions shall in no way invalidate
               the transactions or enforceability of the transactions
               authorized by the Oral Instructions or PFPC Trust's ability to
               rely upon such Oral Instructions.


5.    Right to Receive Advice.

      (a)      Advice of the Fund. If PFPC Trust is in doubt as to any action
               it should or should not take, PFPC Trust may request directions
               or advice, by way of Oral Instructions or Written Instructions.

      (b)      Advice of Counsel. If PFPC Trust shall be in doubt as to any
               question of law pertaining to any action it should or should
               not take, PFPC Trust may request advice from counsel of its own
               choosing (who may be counsel for the Fund, the Fund's sponsor
               or adviser or PFPC Trust, at the option of PFPC Trust).

      (c)      Conflicting Advice. In the event of a conflict between Oral
               Instructions or Written Instructions and the advice PFPC Trust
               receives from counsel, PFPC Trust may rely upon and follow the
               advice of counsel.

      (d)      Protection of PFPC Trust. PFPC Trust shall be indemnified by
               the Fund and without liability for any action PFPC Trust takes
               or does not take in reliance upon Oral Instructions or Written
               Instructions PFPC Trust receives from or on behalf of the Fund
               or advice from counsel and which PFPC Trust believes, in good
               faith, to be consistent with those Oral Instructions or Written
               Instructions or that advice. Nothing in this section shall be
               construed so as to impose an obligation upon PFPC Trust (i) to
               seek such advice or Oral Instructions or Written Instructions,
               or (ii) to act in accordance with such advice or Oral
               Instructions or Written Instructions. Nothing in this
               subsection shall excuse PFPC Trust from liability for its acts
               or omissions in carrying out such Oral Instructions or Written
               Instructions to the extent such acts or omissions constitute
               willful misfeasance, bad faith, negligence or reckless
               disregard by PFPC Trust of any duties, obligations or
               responsibilities set forth in this Agreement.

6.    Records; Visits. The books and records pertaining to the Fund, which are
      in the possession or under the control of PFPC Trust, shall be the
      property of the Fund. PFPC Trust may house such books and records in a
      third party storage facility. The Fund and Authorized Persons, and such
      other persons the Fund by means of Written Instructions reasonably
      authorizes (including but not limited to the Fund's independent
      accountants), shall have access to such books and records at all times
      during PFPC Trust's normal business hours; provided that the Fund shall
      not authorize access by any individuals employed by PFPC Trust's direct
      competitors. Upon the reasonable request of the Fund, copies of any such
      books and records shall be provided by PFPC Trust to the Fund, an
      Authorized Person, or such other person, at the Fund's expense.

7.    Confidentiality. Each party shall keep confidential any information it
      receives hereunder relating to the other party's business ("Confidential
      Information"). Confidential Information shall include (a) any data or
      information that is competitively sensitive material, and not generally
      known to the public, including, but not limited to, information about
      product plans, marketing strategies, finances, operations, customer
      relationships, customer profiles and information, customer lists, sales
      estimates, business plans, and internal performance results relating to
      the past, present or future business activities of the Fund or PFPC
      Trust; (b) any scientific or technical information, design, process,
      procedure, formula, or improvement that is commercially valuable and
      secret in the sense that its confidentiality affords the Fund or PFPC
      Trust a competitive advantage over its competitors; (c) all confidential
      or proprietary concepts, documentation, reports, data, specifications,
      computer software, source code, object code, flow charts, databases,
      inventions, know-how, and trade secrets, whether or not patentable or
      copyrightable; and (d) anything designated as confidential.
      Notwithstanding the foregoing, information shall not be Confidential
      Information and shall not be subject to such confidentiality obligations
      if it: (a) is already known to the receiving party at the time it is
      obtained; (b) is or becomes publicly known or available through no
      wrongful act of the receiving party; (c) is rightfully received from a
      third party who, to the best of the receiving party's knowledge, is not
      under a duty of confidentiality; (d) is released by the protected party
      to a third party without restriction; (e) is requested or required to be
      disclosed by the receiving party pursuant to a court order, subpoena,
      governmental or regulatory agency request or law (provided the receiving
      party will provide the other party written notice of the same, to the
      extent such notice is permitted); (f) is relevant to the defense of any
      claim or cause of action asserted against the receiving party; (g) is
      necessary or desirable for PFPC Trust to release such information in
      connection with the provision of services under this Agreement; or (h)
      has been or is independently developed or obtained by the receiving
      party.

8.    Cooperation with Accountants. PFPC Trust shall cooperate with the Fund's
      independent public accountants and shall take all reasonable action to
      make any requested information available to such accountants as
      reasonably requested by the Fund.

9.    PFPC System. PFPC Trust shall retain title to and ownership of any and
      all data bases, computer programs, screen formats, report formats,
      interactive design techniques, derivative works, inventions,
      discoveries, patentable or copyrightable matters, concepts, expertise,
      patents, copyrights, trade secrets, and other related legal rights
      utilized by PFPC Trust in connection with the services provided by PFPC
      Trust to the Fund.

10.   Disaster Recovery. PFPC Trust shall enter into and shall maintain in
      effect with appropriate parties one or more agreements making reasonable
      provisions for emergency use of electronic data processing equipment to
      the extent appropriate equipment is available. In the event of equipment
      failures, PFPC Trust shall, at no additional expense to the Fund, take
      reasonable steps to minimize service interruptions. PFPC Trust shall
      have no liability with respect to the loss of data or service
      interruptions caused by equipment failure, provided such loss or
      interruption is not caused by PFPC Trust's own willful misfeasance, bad
      faith, negligence or reckless disregard of its duties or obligations
      under this Agreement.

11.   Compensation.

      (a)      As compensation for custody services that are rendered by PFPC
               Trust during the term of this Agreement, the Fund will pay to
               PFPC Trust a fee or fees as may be agreed to in writing by the
               Fund and PFPC Trust. The Fund acknowledges that PFPC Trust may
               receive float benefits in connection with maintaining certain
               accounts required to provide services under this Agreement.

      (b)      The undersigned hereby represents and warrants to PFPC Trust
               that (i) the terms of this Agreement, (ii) the fees and
               expenses associated with this Agreement, and (iii) any benefits
               accruing to PFPC Trust or to the adviser or sponsor to the Fund
               in connection with this Agreement, including but not limited to
               any fee waivers, conversion cost reimbursements, up front
               payments, signing payments or periodic payments made or to be
               made by PFPC Trust to such adviser or sponsor or any affiliate
               of the Fund relating to this Agreement have been fully
               disclosed to the board of directors of the Fund and that, if
               required by applicable law, such board of directors has
               approved or will approve the terms of this Agreement, any such
               fees and expenses, and any such benefits.

12.   Indemnification. The Fund agrees to indemnify, defend and hold harmless
      PFPC Trust and its affiliates (other than the Fund, BlackRock Kelso
      Capital Advisors LLC and BlackRock, Inc. and its subsidiaries, to the
      extent any of the foregoing may be deemed to be affiliates of PFPC
      Trust) including their respective officers, directors, agents and
      employees (each, a "PFPC Trust Indemnified Party") from all taxes,
      charges, expenses, assessments, claims and liabilities (including,
      without limitation, reasonable attorneys' fees and disbursements and
      liabilities arising under applicable securities laws and any state and
      foreign securities and blue sky laws) (collectively, "Losses") arising
      directly or indirectly from any action or omission to act which PFPC
      Trust takes or omits to take in connection with the provision of
      services to the Fund hereunder. No PFPC Trust Indemnified Party shall be
      indemnified against any Losses caused by PFPC Trust's or such PFPC Trust
      Indemnified Party's own willful misfeasance, bad faith, negligence or
      reckless disregard in the performance of PFPC Trust's duties under this
      Agreement. The provisions of this Section 12 shall survive termination
      of this Agreement.

13.   Responsibility of PFPC Trust.

      (a)      PFPC Trust shall be under no duty hereunder to take any action
               on behalf of the Fund except as specifically set forth herein
               or as may be specifically agreed to by PFPC Trust and the Fund
               in a written amendment hereto. In particular but without
               limiting the generality of the foregoing, PFPC Trust shall have
               no responsibility or obligation under Section 14 of this
               Agreement with respect to any loan documentation or with
               respect to any loan made or purchased by the Fund unless
               specific language in Section 14 of this Agreement states with
               specificity that a particular provision of Section 14 of this
               Agreement relates to loan documentation or to loans made or
               purchased by the Fund. In no event will PFPC Trust have any
               duty to review or examine any loan documentation received by it
               hereunder, nor in any event will PFPC Trust have any
               responsibility for the content or sufficiency of any such loan
               documentation. PFPC Trust shall be obligated to exercise care
               and diligence in the performance of its duties hereunder and to
               act in good faith in performing services provided for under
               this Agreement. PFPC Trust shall be liable only for any Losses
               suffered by the Fund arising out of PFPC Trust's performance of
               or failure to perform its duties under this Agreement and only
               to the extent such Losses arise out of PFPC Trust's willful
               misfeasance, bad faith, negligence or reckless disregard of
               such duties.

      (b)      Notwithstanding anything in this Agreement to the contrary, (i)
               PFPC Trust shall not be liable for losses, delays, failure,
               errors, interruption or loss of data occurring directly or
               indirectly by reason of circumstances beyond its reasonable
               control, including without limitation acts of God; action or
               inaction of civil or military authority; public enemy; war;
               terrorism; riot; fire; flood; sabotage; epidemics; labor
               disputes; civil commotion; interruption, loss or malfunction of
               utilities, transportation, computer or communications
               capabilities; insurrection; elements of nature; or
               non-performance by a third party (other than employees,
               officers or affiliates of PFPC Trust (other than the Fund,
               BlackRock Kelso Capital Advisors LLC and BlackRock, Inc. and
               its subsidiaries, to the extent any of the foregoing may be
               deemed to be affiliates of PFPC Trust)); and (ii) PFPC Trust
               shall not be under any duty or obligation to inquire into and
               shall not be liable for the validity or invalidity, authority
               or lack thereof, or truthfulness or accuracy or lack thereof,
               of any instruction, direction, notice, instrument or other
               information which PFPC Trust reasonably believes to be genuine.
               Notwithstanding the foregoing, PFPC Trust shall use
               commercially reasonable efforts to mitigate the effect of
               events enumerated in clause (i) of the preceding sentence,
               although such efforts shall not impute any liability to PFPC
               Trust.

      (c)      Notwithstanding anything in this Agreement to the contrary,
               neither PFPC Trust nor its affiliates (not including the Fund,
               BlackRock Kelso Capital Advisors LLC and BlackRock, Inc. and
               its subsidiaries, to the extent any of the foregoing may be
               deemed to be affiliates of PFPC Trust) shall be liable for any
               consequential, special or indirect losses or damages, whether
               or not the likelihood of such losses or damages was known by
               PFPC Trust or its affiliates.

      (d)      Each party shall have a duty to mitigate damages for which the
               other party may become responsible.

      (e)      Notwithstanding anything in this Agreement to the contrary
               (other than as specifically provided in Section 14(h)(ii)(B)(4)
               and Section 14(h)(iii)(A) of this Agreement), the Fund shall be
               responsible for all filings, tax returns and reports on any
               transactions undertaken or amounts received pursuant to this
               Agreement, or in respect of the Property or any collections
               undertaken pursuant to this Agreement, which may be requested
               by any relevant authority. In addition, the Fund shall be
               responsible for the payment of all taxes and similar items
               (including without limitation penalties and interest related
               thereto).

      (f)      The provisions of this Section 13 shall survive termination of
               this Agreement.

14.   Description of Services.

      (a)      Delivery of the Property. The Fund will deliver or arrange for
               delivery to PFPC Trust, all the Property owned by the Fund,
               including cash received as a result of the issuance of Shares,
               during the term of this Agreement. In addition, the Fund will
               deliver or arrange for delivery to PFPC Trust loan
               documentation relating to loans made or purchased by the Fund.
               PFPC Trust will safekeep loan documentation received by it
               hereunder and PFPC Trust will in accordance with Oral
               Instructions or Written Instructions transfer, release or
               dispose of loan documentation received by it hereunder, but
               notwithstanding anything in this Agreement to the contrary PFPC
               Trust will not otherwise have any responsibility with respect
               to any loan documentation received by it hereunder. PFPC Trust
               will not be responsible for any assets or loan documentation
               until actual receipt.

      (b)      Receipt and Disbursement of Money. PFPC Trust, acting upon
               Written Instructions, shall open and maintain a separate
               account for the Fund (the "Account") and shall maintain in the
               Account all cash and other assets received from or for the
               Fund. PFPC Trust will also in accordance with Oral Instructions
               or Written Instructions reflect on its books and records the
               loans made or purchased by the Fund (provided PFPC Trust has
               been informed of such loans pursuant to Oral Instructions or
               Written Instructions).


               PFPC Trust shall make cash payments from or for the Account
               only for:

               (i)      purchases of securities in the name of the Fund, PFPC
                        Trust, PFPC Trust's nominee or a sub-custodian or
                        nominee thereof as provided in sub-section (j) and for
                        which PFPC Trust has received a copy of the broker's
                        or dealer's confirmation or payee's invoice, as
                        appropriate;

               (ii)     loans made or purchased by the Fund, upon receipt of
                        Written Instructions;

               (iii)    purchase or redemption of Shares of the Fund delivered
                        to PFPC Trust;

               (iv)     payment of, subject to Written Instructions, interest,
                        taxes (provided that tax which PFPC Trust considers is
                        required to be deducted or withheld "at source" will
                        be governed by Section 14(h)(iii)(B) of this
                        Agreement), and administration, accounting,
                        distribution, advisory, management and other fees
                        which are to be borne by the Fund;

               (v)      payment to, subject to receipt of Written
                        Instructions, the Fund's transfer agent, as agent for
                        the shareholders, of an amount equal to the amount of
                        dividends and distributions stated in the Written
                        Instructions to be distributed in cash by the transfer
                        agent to shareholders, or, in lieu of paying the
                        Fund's transfer agent, PFPC Trust may arrange for the
                        direct payment of cash dividends and distributions to
                        shareholders in accordance with procedures mutually
                        agreed upon from time to time by and among the Fund,
                        PFPC Trust and the Fund's transfer agent;

               (vi)     payments, upon receipt of Written Instructions, in
                        connection with the conversion, exchange or surrender
                        of securities owned or subscribed to by the Fund and
                        held by or delivered to PFPC Trust;

               (vii)    payments of the amounts of dividends received with
                        respect to securities sold short;

               (viii)   payments to PFPC Trust for its services hereunder;

               (ix)     payments made to a sub-custodian; and

               (x)      other payments, upon Written Instructions.

      PFPC Trust is hereby authorized to endorse and collect all checks,
      drafts or other orders for the payment of money received as custodian
      for the Account.


         (c) Receipt of Securities; Subcustodians.

      PFPC Trust shall hold all securities received by it for the Account in a
      separate account that physically segregates such securities from those
      of any other persons, firms or corporations, except for securities held
      in a Book-Entry System or through a sub-custodian or depository. All
      such securities shall be held or disposed of only upon Written
      Instructions or otherwise pursuant to the terms of this Agreement. In
      addition, PFPC Trust will hold all loan documentation received by it for
      the Fund in a separate account that physically segregates such loan
      documentation from that relating to any other persons, firms or
      corporations. PFPC Trust shall have no power or authority to assign,
      hypothecate, pledge or otherwise dispose of any securities or other
      investments, except upon the express terms of this Agreement or upon
      Written Instructions authorizing the transaction. In no case may any
      member of the Fund's board of directors, or any officer, employee or
      agent of the Fund withdraw any securities.

      At PFPC Trust's own expense and for its own convenience, PFPC Trust may
      enter into sub-custodian agreements with other banks or trust companies
      to perform duties with respect to domestic assets and with respect to
      loan documentation maintained within the U.S. Such bank or trust company
      shall have aggregate capital, surplus and undivided profits, according
      to its last published report, of at least one million dollars
      ($1,000,000), if it is a subsidiary or affiliate of PFPC Trust, or at
      least twenty million dollars ($20,000,000) if such bank or trust company
      is not a subsidiary or affiliate of PFPC Trust. Any such arrangement
      will not be entered into without prior written notice to the Fund (or as
      otherwise provided in the 1940 Act).

      In addition, PFPC Trust may enter into arrangements with sub-custodians
      with respect to services regarding foreign assets and with respect to
      services regarding loan documentation maintained outside the U.S. Any
      such arrangement will not be entered into without prior written notice
      to the Fund (or as otherwise provided in the 1940 Act).

      PFPC Trust shall remain responsible for the acts and omissions of any
      sub-custodian chosen by PFPC Trust under the terms of this sub-section
      (c) to the same extent that PFPC Trust is responsible for its own acts
      and omissions under this Agreement.

      (d)      Transactions Requiring Instructions. Upon receipt of Oral
               Instructions or Written Instructions and not otherwise, PFPC
               Trust shall:

               (i)      deliver any securities held for the Fund against the
                        receipt of payment for the sale of such securities or
                        otherwise in accordance with standard market practice;

               (ii)     execute and deliver to such persons as may be
                        designated in such Oral Instructions or Written
                        Instructions, proxies, consents, authorizations, and
                        any other instruments whereby the authority of the
                        Fund as owner of any securities may be exercised;

               (iii)    deliver any securities to the issuer thereof, or its
                        agent, when such securities are called, redeemed,
                        retired or otherwise become payable at the option of
                        the holder; provided that, in any such case, the cash
                        or other consideration is to be delivered to PFPC
                        Trust;

               (iv)     deliver any securities held for the Fund against
                        receipt of other securities or cash issued or paid in
                        connection with the liquidation, reorganization,
                        refinancing, tender offer, merger, consolidation or
                        recapitalization of any corporation, or the exercise
                        of any conversion privilege;

               (v)      deliver any securities held for the Fund to any
                        protective committee, reorganization committee or
                        other person in connection with the reorganization,
                        refinancing, merger, consolidation, recapitalization
                        or sale of assets of any corporation, and receive and
                        hold under the terms of this Agreement such
                        certificates of deposit, interim receipts or other
                        instruments or documents as may be issued to it to
                        evidence such delivery;

               (vi)     make such transfer or exchanges of the assets of the
                        Fund and take such other steps as shall be stated in
                        said Oral Instructions or Written Instructions to be
                        for the purpose of effectuating a duly authorized plan
                        of liquidation, reorganization, merger, consolidation
                        or recapitalization of the Fund;

               (vii)    release securities belonging to the Fund to any bank
                        or trust company for the purpose of a pledge or
                        hypothecation to secure any loan incurred by the Fund;
                        provided, however, that securities shall be released
                        only upon payment to PFPC Trust of the monies
                        borrowed, except that in cases where additional
                        collateral is required to secure a borrowing already
                        made, subject to proper prior authorization, further
                        securities may be released for that purpose; and repay
                        such loan upon redelivery to it of the securities
                        pledged or hypothecated therefor and upon surrender of
                        the note or notes evidencing the loan;

               (viii)   release and deliver securities owned by the Fund in
                        connection with any repurchase agreement entered into
                        by the Fund, but only on receipt of payment therefor;
                        and pay out monies of the Fund in connection with such
                        repurchase agreements, but only upon the delivery of
                        the securities;

               (ix)     release and deliver or exchange securities owned by
                        the Fund in connection with any conversion of such
                        securities, pursuant to their terms, into other
                        securities;

               (x)      release and deliver securities to a broker in
                        connection with the broker's custody of margin
                        collateral relating to futures and options
                        transactions;

               (xi)     release and deliver securities owned by the Fund for
                        the purpose of redeeming in kind Shares of the Fund
                        upon delivery thereof to PFPC Trust; and

               (xii)    release and deliver or exchange securities or other
                        assets (not including cash) owned by the Fund for
                        other purposes.

      (e)      Use of Book-Entry System or Other Depository. PFPC Trust will
               deposit in Book-Entry Systems and other depositories all
               securities belonging to the Fund eligible for deposit therein
               and will utilize Book-Entry Systems and other depositories to
               the extent possible in connection with settlements of purchases
               and sales of securities by the Fund, and deliveries and returns
               of securities loaned, subject to repurchase agreements or used
               as collateral in connection with borrowings. PFPC Trust shall
               continue to perform such duties until it receives Written
               Instructions or Oral Instructions authorizing contrary actions.
               Notwithstanding anything in this Agreement to the contrary,
               PFPC Trust's use of a Book-Entry System shall comply with the
               requirements of Rule 17f-4 under the 1940 Act.

      PFPC Trust shall administer a Book-Entry System or other depository as
      follows:

               (i)      With respect to securities of the Fund which are
                        maintained in a Book-Entry System or another
                        depository, the records of PFPC Trust shall identify
                        by book-entry or otherwise those securities as
                        belonging to the Fund.

               (ii)     Assets of the Fund deposited in a Book-Entry System or
                        another depository will (to the extent consistent with
                        applicable law and standard practice) at all times be
                        segregated from any assets and cash controlled by PFPC
                        Trust in other than a fiduciary or custodian capacity
                        but may be commingled with other assets held in such
                        capacities.

      PFPC Trust will provide the Fund with such reports on its own system of
      internal control as the Fund may reasonably request from time to time.
      In addition, if permitted to do so PFPC Trust will provide the Fund with
      copies of any report obtained by PFPC Trust regarding the system of
      internal accounting control of the Book-Entry System promptly after
      receipt of such a report by PFPC Trust.

      (f)      Registration of Securities. All securities held for the Fund
               which are issued or issuable only in bearer form, except such
               securities maintained in the Book-Entry System or in another
               depository, shall be held by PFPC Trust in bearer form; all
               other securities maintained for the Fund may be registered in
               the name of the Fund, PFPC Trust, a Book-Entry System, another
               depository, a sub-custodian, or any duly appointed nominee of
               the Fund, PFPC Trust, Book-Entry System, depository or
               sub-custodian. The Fund reserves the right to instruct PFPC
               Trust as to the method of registration and safekeeping of the
               securities of the Fund. The Fund agrees to furnish to PFPC
               Trust appropriate instruments to enable PFPC Trust to maintain
               or deliver in proper form for transfer, or to register in the
               name of its nominee or in the name of the Book-Entry System or
               in the name of another appropriate entity, any securities which
               it may maintain for the Account. With respect to uncertificated
               securities which are registered in the name of the Fund or a
               nominee thereof (for clarity, such reference is not intended to
               include loans made or purchased by the Fund), PFPC Trust will
               reflect such securities on its records based upon the holdings
               information provided to it by the issuer of such securities,
               but notwithstanding anything in this Agreement to the contrary
               PFPC Trust shall not be obligated to safekeep such securities
               or to perform other duties with respect to such securities
               other than to make payment for the purchase of such securities
               upon receipt of Oral or Written Instructions, accept in sale
               proceeds received by PFPC Trust upon the sale of such
               securities of which PFPC Trust is informed pursuant to Oral or
               Written Instructions, and accept in other distributions
               received by PFPC Trust with respect to such securities or
               reflect on its records any reinvested distributions with
               respect to such securities of which it is informed by the
               issuer of the securities.

      (g)      Voting and Other Action. Neither PFPC Trust nor its nominee
               shall vote any of the securities held pursuant to this
               Agreement by or for the account of the Fund, except in
               accordance with Written Instructions. PFPC Trust, directly or
               through the use of another entity, shall execute in blank and
               promptly deliver all notices, proxies and proxy soliciting
               materials received by PFPC Trust as custodian of the Property
               to the registered holder of such securities. If the registered
               holder is not the Fund, then Written Instructions or Oral
               Instructions must designate the person who owns such
               securities.

      (h)      Transactions Not Requiring Instructions. Notwithstanding
               anything in this Agreement requiring instructions in order to
               take a particular action, in the absence of a contrary Written
               Instruction, PFPC Trust is authorized to take the following
               actions without the need for instructions:

               (i)      Collection of Income and Other Payments.

                        (A)   collect and receive for the account of the Fund,
                              all income, dividends, distributions, coupons,
                              option premiums, other payments and similar
                              items, included or to be included in the
                              Property, and, in addition, promptly advise the
                              Fund of such receipt and credit such income to
                              the Account;

                        (B)   endorse and deposit for collection, in the name
                              of the Fund, checks, drafts, or other orders for
                              the payment of money;

                        (C)   receive and hold for the account of the Fund all
                              securities received as a distribution on the
                              Fund's securities as a result of a stock
                              dividend, share split-up or reorganization,
                              recapitalization, readjustment or other
                              rearrangement or distribution of rights or
                              similar securities issued with respect to any
                              securities belonging to the Fund and held by
                              PFPC Trust hereunder;

                        (D)   present for payment and collect the amount
                              payable upon all securities which may mature or
                              be called, redeemed, retired or otherwise become
                              payable (on a mandatory basis) on the date such
                              securities become payable; and

                        (E)   take any action which may be necessary and
                              proper in connection with the collection and
                              receipt of such income and other payments and
                              the endorsement for collection of checks,
                              drafts, and other negotiable instruments.

                (ii)    Miscellaneous Transactions.

                        (A)   PFPC Trust is authorized to deliver or cause to
                              be delivered Property against payment or other
                              consideration or written receipt therefor in the
                              following cases:

                               (1)      for examination by a broker or dealer
                                        selling for the account of the Fund in
                                        accordance with street delivery
                                        custom;

                               (2)      for the exchange of interim receipts
                                        or temporary securities for definitive
                                        securities; and

                               (3)      for transfer of securities into the
                                        name of the Fund or PFPC Trust or a
                                        sub-custodian or a nominee of one of
                                        the foregoing, or for exchange of
                                        securities for a different number of
                                        bonds, certificates, or other
                                        evidence, representing the same
                                        aggregate face amount or number of
                                        units bearing the same interest rate,
                                        maturity date and call provisions, if
                                        any; provided that, in any such case,
                                        the new securities are to be delivered
                                        to PFPC Trust.

                        (B)   PFPC Trust shall:

                               (1)      pay all income items held by it which
                                        call for payment upon presentation,
                                        and hold the cash received by it upon
                                        such payment for the account of the
                                        Fund;

                               (2)      collect interest and cash dividends
                                        received, with notice to the Fund, to
                                        the account of the Fund;

                               (3)      hold for the account of the Fund all
                                        stock dividends, rights and similar
                                        securities issued with respect to any
                                        securities held by PFPC Trust; and

                               (4)      subject to receipt of such
                                        documentation and information as PFPC
                                        Trust may request, execute as agent on
                                        behalf of the Fund all necessary
                                        ownership certificates required by a
                                        national governmental taxing authority
                                        or under the laws of any U.S. state
                                        now or hereafter in effect, inserting
                                        the Fund's name on such certificate as
                                        the owner of the securities covered
                                        thereby, to the extent it may lawfully
                                        do so.

                (iii)   Other Matters.

                        (A)   subject to receipt of such documentation and
                              information as PFPC Trust may request, PFPC
                              Trust will, in such jurisdictions as PFPC Trust
                              may agree from time to time, seek to reclaim or
                              obtain a reduction with respect to any
                              withholdings or other taxes relating to assets
                              maintained hereunder (provided that PFPC Trust
                              will not be liable for failure to obtain any
                              particular relief in a particular jurisdiction);
                              and

                        (B)   PFPC Trust is authorized to deduct or withhold
                              any sum in respect of tax which PFPC Trust
                              considers is required to be deducted or withheld
                              "at source" by any relevant law or practice.

      (i)      Segregated Accounts. PFPC Trust shall upon receipt of Written
               Instructions or Oral Instructions establish and maintain
               segregated accounts on its records for and on behalf of the
               Fund. Such accounts may, among other things, be used to
               transfer cash and other assets of the Fund.

      (j)      Purchases of Securities. PFPC Trust shall settle purchased
               securities upon receipt of Oral Instructions or Written
               Instructions that specify:


                (i)     the name of the issuer and the title of the
                        securities, including CUSIP number if applicable;

                (ii)    the number of shares or the principal amount purchased
                        and accrued interest, if any;

                (iii)   the date of purchase and settlement;

                (iv)    the purchase price per unit;

                (v)     the total amount payable upon such purchase; and

                (vi)    the name of the person from whom or the broker through
                        whom the purchase was made. PFPC Trust shall upon
                        receipt of securities purchased by or for the Fund (or
                        otherwise in accordance with standard market practice)
                        pay out of the monies held for the account of the Fund
                        the total amount payable to the person from whom or
                        the broker through whom the purchase was made,
                        provided that the same conforms to the total amount
                        payable as set forth in such Oral Instructions or
                        Written Instructions.

      (k)      Sales of Securities. PFPC Trust shall settle sold securities
               upon receipt of Oral

               Instructions or Written Instructions that specify:

                (i)     the name of the issuer and the title of the security,
                        including CUSIP number if applicable;

                (ii)    the number of shares or principal amount sold, and
                        accrued interest, if any;

                (iii)   the date of trade and settlement;

                (iv)    the sale price per unit;

                (v)     the total amount payable to the Fund upon such sale;

                (vi)    the name of the broker through whom or the person to
                        whom the sale was made; and

                (vii)   the location to which the security must be delivered
                        and delivery deadline, if any.

      PFPC Trust shall deliver the securities upon receipt of the total
      amount payable to the Fund upon such sale, provided that the total
      amount payable is the same as was set forth in the Oral Instructions or
      Written Instructions. Notwithstanding anything to the contrary in this
      Agreement, PFPC Trust may accept payment in such form as is consistent
      with standard market practice and may deliver assets and arrange for
      payment in accordance with standard market practice.

      (l)      Reports; Proxy Materials.

                (i)     PFPC Trust shall furnish to the Fund the following
                        reports:

                        (A)   such periodic and special reports as the Fund
                              may reasonably request;

                        (B)   a monthly statement (1) summarizing the
                              transactions and entries for the account of the
                              Fund during such month (including cash
                              disbursements and including loans made or
                              purchased by the Fund (provided PFPC Trust has
                              been informed of such loan transaction
                              information pursuant to Oral Instructions or
                              Written Instructions)) and (2) listing each
                              portfolio security belonging to the Fund (with
                              the corresponding security identification
                              number) held at the end of such month, the loans
                              reflected on PFPC Trust's books and records as
                              both made or purchased by the Fund and held by
                              the Fund at the end of such month, and the cash
                              balance of the Fund held at the end of such
                              month;

                        (C)   the reports required to be furnished to the Fund
                              pursuant to Rule 17f-4 of the 1940 Act; and

                        (D)   such other information as may be agreed upon
                              from time to time between the Fund and PFPC
                              Trust.

                (ii)    PFPC Trust shall transmit promptly to the Fund any
                        proxy statement, proxy material, notice of a call or
                        conversion or similar communication received by it as
                        custodian of the Property. PFPC Trust shall be under
                        no other obligation to inform the Fund as to such
                        actions or events. For clarification, upon termination
                        of this Agreement PFPC Trust shall have no
                        responsibility to transmit such material or to inform
                        the Fund or any other person of such actions or
                        events.

      (m)      Crediting of the Account. PFPC Trust may in its sole discretion
               credit the Account with respect to income, dividends,
               distributions, coupons, option premiums, other payments or
               similar items prior to PFPC Trust's actual receipt thereof, and
               in addition PFPC Trust may in its sole discretion credit or
               debit the assets in the Account on a contractual settlement
               date with respect to any sale, exchange, purchase or other
               transaction applicable to the Fund; provided that nothing in
               this Agreement or otherwise shall require PFPC Trust to make
               any advances or to credit any amounts until PFPC Trust's actual
               receipt thereof. If PFPC Trust credits the Account with respect
               to (a) income, dividends, distributions, coupons, option
               premiums, other payments or similar items on a contractual
               payment date or otherwise in advance of PFPC Trust's actual
               receipt of the amount due, (b) the proceeds of any sale or
               other disposition of assets on the contractual settlement date
               or otherwise in advance of PFPC Trust's actual receipt of the
               amount due or (c) provisional crediting of any amounts due, and
               (i) PFPC Trust is subsequently unable to collect full and final
               payment for the amounts so credited within a reasonable time
               period using reasonable efforts or (ii) pursuant to standard
               industry practice, law or regulation PFPC Trust is required to
               repay to a third party such amounts so credited, or if any
               Property has been incorrectly credited, PFPC Trust shall have
               the absolute right in its sole discretion without demand to
               reverse any such credit or payment, to debit or deduct the
               amount of such credit or payment from the Account, and to
               otherwise pursue recovery of any such amounts so credited from
               the Fund. The Fund hereby grants to PFPC Trust and to each
               sub-custodian utilized by PFPC Trust in connection with
               providing services to the Fund a first priority contractual
               possessory security interest in and a right of setoff against
               the assets maintained in the Account in the amount necessary to
               secure the return and payment to PFPC Trust and to each such
               sub-custodian of any advance or credit made by PFPC Trust
               and/or by such sub-custodian (including charges related
               thereto) to the Account. Notwithstanding anything in this
               Agreement to the contrary, PFPC Trust shall be entitled to
               assign any rights it has under this sub-section (m) to any
               sub-custodian utilized by PFPC Trust in connection with
               providing services to the Fund which sub-custodian makes any
               credits or advances with respect to the Fund.

      (n)      Collections. All collections of monies or other property in
               respect, or which are to become part, of the Property (but not
               the safekeeping thereof upon receipt by PFPC Trust) shall be at
               the sole risk of the Fund. If payment is not received by PFPC
               Trust within a reasonable time after proper demands have been
               made by PFPC Trust, PFPC Trust shall notify the Fund in
               writing, including copies of all demand letters, any written
               responses and memoranda of all oral responses thereto and shall
               await instructions from the Fund. PFPC Trust shall not be
               obliged to take legal action for collection unless and until
               reasonably indemnified to its satisfaction. PFPC Trust shall
               also notify the Fund as soon as reasonably practicable whenever
               income due on securities is not collected in due course and
               shall provide the Fund with periodic status reports of such
               income collected after a reasonable time. Notwithstanding
               anything in this Agreement to the contrary, PFPC Trust shall
               have no duty to take any action (other than to transfer or
               release loan documentation in accordance with Oral or Written
               Instructions as set forth in Section 14(a) of this Agreement)
               to collect any principal, interest or other payments with
               respect to any loans made or purchased by the Fund; rather,
               upon receipt of such payments (and upon receipt of further
               documentation and clarification if required by PFPC Trust),
               PFPC Trust's only duty will be to post such payments to the
               Account and then to safekeep such amounts as provided herein.

      (o)      Excess Cash Sweep. PFPC Trust will, consistent with applicable
               law, sweep any net excess cash balances daily into an
               investment vehicle or other instrument designated in writing by
               the Fund, so long as the investment vehicle or instrument is
               acceptable to PFPC Trust, subject to a fee, paid to PFPC Trust
               for such service, to be agreed between the parties. Such
               investment vehicle or instrument may be offered by an affiliate
               of PFPC Trust or by a PFPC Trust client and PFPC Trust may
               receive compensation therefrom.

      (p)      Foreign Exchange. PFPC Trust and/or sub-custodians may enter
               into or arrange foreign exchange transactions (at such rates as
               they may consider appropriate) in order to facilitate
               transactions under this Agreement, and such entities and/or
               their affiliates may receive compensation in connection with
               such foreign exchange transactions. Any foreign exchange
               transactions with affiliates of the Fund shall be subject to
               the applicable requirements of the 1940 Act.

15.   Duration and Termination. This Agreement shall continue until terminated
      by the

      Fund or PFPC Trust on sixty (60) days' prior written notice to the
      other party. In the event this Agreement is terminated (pending
      appointment of a successor to PFPC Trust or vote of the shareholders of
      the Fund to dissolve or to function without a custodian of its cash,
      securities or other property), PFPC Trust shall not deliver cash,
      securities, other property or loan documentation to the Fund. It may
      deliver them to a bank or trust company of PFPC Trust's choice, having
      aggregate capital, surplus and undivided profits, as shown by its last
      published report, of not less than twenty million dollars
      ($20,000,000), as a custodian for the Fund to be held under terms
      similar to those of this Agreement. PFPC Trust shall not be required to
      make any delivery or payment of assets or loan documentation upon
      termination until full payment shall have been made to PFPC Trust of
      all of its fees, compensation, costs and expenses (including without
      limitation fees and expenses associated with conversion to another
      service provider and other trailing expenses incurred by PFPC Trust).
      PFPC Trust shall have a first priority contractual possessory security
      interest in and shall have a right of setoff against the Property and
      the loan documentation as security for the payment of such fees,
      compensation, costs and expenses.

16.   Notices. Notices shall be addressed (a) if to PFPC Trust, at 8800
      Tinicum Boulevard, 3rd Floor, Philadelphia, Pennsylvania 19153,
      Attention: Sam Sparhawk (or such other address as PFPC Trust may inform
      the Fund in writing); (b) if to the Fund, at c/o BlackRock Kelso Capital
      Advisors LLC, 40 East 52nd Street, new York, New York 10022, Attention:
      Frank Gordon; or (c) if to neither of the foregoing, at such other
      address as shall have been given by like notice to the sender of any
      such notice or other communication by the other party. If notice is sent
      by confirming facsimile sending device, it shall be deemed to have been
      given immediately. If notice is sent by first-class mail, it shall be
      deemed to have been given three days after it has been mailed. If notice
      is sent by messenger, it shall be deemed to have been given on the day
      it is delivered.

17.   Amendments. This Agreement, or any term hereof, may be changed or waived
      only by written amendment, signed by the party against whom enforcement
      of such change or waiver is sought.

18.   Assignment. PFPC Trust may assign this Agreement to any majority owned
      direct or indirect subsidiary of PFPC Trust or of The PNC Financial
      Services Group, Inc. (other than BlackRock, Inc. and its subsidiaries),
      provided that PFPC Trust gives the Fund 30 days' prior written notice of
      such assignment.

19.   Counterparts. This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original, but all of
      which together shall constitute one and the same instrument.

20.   Miscellaneous.

      (a)      Entire Agreement. This Agreement embodies the entire agreement
               and understanding between the parties and supersedes all prior
               agreements and understandings relating to the subject matter
               hereof, provided that the parties may embody in one or more
               separate documents their agreement, if any, with respect to
               delegated duties and compensation of PFPC Trust.

      (b)      No Representations or Warranties. Except as expressly provided
               in this Agreement, PFPC Trust hereby disclaims all
               representations and warranties, express or implied, made to the
               Fund or any other person, including, without limitation, any
               warranties regarding quality, suitability, merchantability,
               fitness for a particular purpose or otherwise (irrespective of
               any course of dealing, custom or usage of trade), of any
               services or any goods provided incidental to services provided
               under this Agreement. PFPC Trust disclaims any warranty of
               title or non-infringement except as otherwise set forth in this
               Agreement.

      (c)      No Changes that Materially Affect Obligations. Notwithstanding
               anything in this Agreement to the contrary, the Fund agrees not
               to make any modifications to its offering document or
               registration statement or adopt any policies which would affect
               materially the obligations or responsibilities of PFPC Trust
               hereunder without the prior written approval of PFPC Trust,
               which approval shall not be unreasonably withheld or delayed.

      (d)      Captions. The captions in this Agreement are included for
               convenience of reference only and in no way define or delimit
               any of the provisions hereof or otherwise affect their
               construction or effect.

      (e)      Information. The Fund will provide such information and
               documentation as PFPC Trust may reasonably request in
               connection with services provided by PFPC Trust to the Fund.


      (f)      Governing Law. This Agreement shall be deemed to be a contract
               made in Delaware and governed by Delaware law, without regard
               to principles of conflicts of law.

      (g)      Partial Invalidity. If any provision of this Agreement shall be
               held or made invalid by a court decision, statute, rule or
               otherwise, the remainder of this Agreement shall not be
               affected thereby.

      (h)      Successors and Assigns. This Agreement shall be binding upon
               and shall inure to the benefit of the parties hereto and their
               respective successors and permitted assigns.

      (i)      Facsimile Signatures. The facsimile signature of any party to
               this Agreement shall constitute the valid and binding execution
               hereof by such party.

      (j)      Customer Identification Program Notice. To help the U.S.
               government fight the funding of terrorism and money laundering
               activities, U.S. Federal law requires each financial
               institution to obtain, verify, and record certain information
               that identifies each person who initially opens an account with
               that financial institution on or after October 1, 2003.
               Consistent with this requirement, PFPC Trust will request (or
               already has requested) the Fund's name, address and taxpayer
               identification number or other government-issued identification
               number, and, if such party is a natural person, that party's
               date of birth. PFPC Trust may also ask (and may have already
               asked) for additional identifying information, and PFPC Trust
               may take steps (and may have already taken steps) to verify the
               authenticity and accuracy of these data elements.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.





                     PFPC TRUST COMPANY



                     By:    /s/ Edward A. Smith, III
                            -------------------------
                     Title: Vice President






                     BLACKROCK KELSO CAPITAL CORPORATION



                     By:    /s/ Frank Gordon
                            --------------------------
                     Title: Chief Financial Officer